Board of Directors

Board and Governance Framework

Board Charter

The Board derives its rights and duties from the Board Charter. In addition, the duties of individual Directors of the PIC, both Executive and Non-Executive Directors, are governed by the PIC Act and the PIC's Memorandum of Incorporation (MoI), as well as the Companies Act, the PFMA and common law.  

The Board revised its Charter during the period under review for compliance with King IV principles and for alignment with other best practices identified.  

The Board's Responsibilities

The Board exercises its leadership role by:  

• Steering the PIC and setting its strategic direction;
• Approving policy and planning that give effect to the direction provided;
• Overseeing and monitoring implementation and execution by management; and
• Ensuring accountability for the PIC's performance by means of, amongst others, reporting and disclosures.

The responsibilities of the Board are separate and distinct from those of management. The Board exercises sound leadership, integrity and independent judgment in pursuit of strategic goals and objectives, to achieve long-term sustainability, growth and prosperity, while always remaining cognisant of the best interests of all stakeholders. The Board is accountable for the  

overall performance and affairs of the PIC. It leads ethically and provides leadership within a framework of prudent and effective control, thereby ensuring that the PIC's ethics are managed effectively and that the PIC is a responsible corporate citizen.  

As much as the Board plays a key role in the strategic direction of the company, it also considers employee-related matters and key appointments, ensures that there is proper succession planning, and provides continuous oversight on material matters.  

It acts as an independent check and balance to the EXCO team, whose main responsibility remains to manage the operations of the PIC.  

Board Committees

The Board should ensure that its arrangements for delegation within its own structures promote independent judgment and assist with the balance of power and effective discharge of its duties in line with King IV. The PIC Board has delegated roles and responsibilities to Board committees based on legal requirements, and what is appropriate for the PIC to achieve the objectives of delegation.  

The Board recognises that duties and responsibilities can be delegated, but that accountability cannot be abdicated and that the Board ultimately remains accountable.  

To discharge its responsibilities, the Board is assisted by six Board committees, namely the Audit and Risk Committee (ARC), the Social and Ethics Committee (SEC), the Investment Committee (IC), the Human Resources and Remuneration Committee (HRRC), the Directors' Affairs Committee (DAC), and the Information, Communication and Technology Governance Committee (ICTGC). The Board has also established three Fund Investment Panels (FIPs) as sub-committees of the Investment Committee, to assist the Board in discharging its statutory duties and responsibilities in relation to investments in South Africa, offshore and in the rest of the African continent.  

GOVERNANCE AT THE PIC